SEC Comment Letter 0000000000-23-012929 to JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
Date: Nov. 28, 2023 · CIK: 0001866001 · Accession: 0000000000-23-012929
AI Filing Summary & Sentiment
File numbers found in text: 333-275176
Letter
United States securities and exchange commission logo November 28, 2023 Albert Wong Chairman and Chief Executive Officer JVSPAC Acquisition Corp. G/F Hang Tak Building 1 Electric Street Wan Chai, Hong Kong Re:JVSPAC Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed November 15, 2023 File No. 333-275176 Dear Albert Wong: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 7, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 Prospectus Cover Page, page 1 1.We reissue prior comment 1. We note the disclosure added to the cover page that "because of the location where we are based, we are subject to the following China-based risks." However, we continue to note the disclosure on the cover page that if you "enter into a business combination with a target business operating in China, the combined company may face risks associated with regulatory approvals of the proposed business combination between us and the target, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy." Please revise this disclosure in this section and throughout the prospectus to disclose that you currently face such risks, even without a business combination with a company operating in China, based upon the location of the
FirstName LastNameAlbert Wong Comapany NameJVSPAC Acquisition Corp. November 28, 2023 Page 2 FirstName LastName Albert Wong JVSPAC Acquisition Corp. November 28, 2023 Page 2 company in the PRC. Your disclosure should make clear whether these risks could result in a material change in your operations, including your search for a target business. Financial Statements Unaudited Financial Statements of JVSPAC Acquisition Corp., page F-1 2.Please amend to update your financial statements and related financial information. Refer to Rule 8-08 of Regulation S-X. Please contact Mark Rakip at 202-551-3573 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Kibum Park at 202-551-6836 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Giovanni Caruso, Esq.
Show Raw Text
United States securities and exchange commission logo
November 28, 2023
Albert Wong
Chairman and Chief Executive Officer
JVSPAC Acquisition Corp.
G/F Hang Tak Building
1 Electric Street
Wan Chai, Hong Kong
Re:JVSPAC Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 15, 2023
File No. 333-275176
Dear Albert Wong:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 7, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Cover Page, page 1
1.We reissue prior comment 1. We note the disclosure added to the cover page that
"because of the location where we are based, we are subject to the following China-based
risks." However, we continue to note the disclosure on the cover page that if you "enter
into a business combination with a target business operating in China, the combined
company may face risks associated with regulatory approvals of the proposed business
combination between us and the target, offshore offerings, anti-monopoly regulatory
actions, and cybersecurity and data privacy." Please revise this disclosure in this section
and throughout the prospectus to disclose that you currently face such risks, even without
a business combination with a company operating in China, based upon the location of the
FirstName LastNameAlbert Wong
Comapany NameJVSPAC Acquisition Corp.
November 28, 2023 Page 2
FirstName LastName
Albert Wong
JVSPAC Acquisition Corp.
November 28, 2023
Page 2
company in the PRC. Your disclosure should make clear whether these risks could result
in a material change in your operations, including your search for a target business.
Financial Statements
Unaudited Financial Statements of JVSPAC Acquisition Corp., page F-1
2.Please amend to update your financial statements and related financial information. Refer
to Rule 8-08 of Regulation S-X.
Please contact Mark Rakip at 202-551-3573 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Giovanni Caruso, Esq.